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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Ensor Hldgs | LSE:ESR | London | Ordinary Share | GB0003186409 | ORD 10P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 55.50 | 0.00 | 00:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMESR 12 December 2016 ENSOR HOLDINGS PLC Interim Results Chairman's Statement The Ensor Group is very different when compared with this time last year. Our balance sheet now consists of two trading businesses, Ellard and Wood's, a land holding in Brackley, Northamptonshire and a little over GBP10m in cash. One thing, however, remains the same, we continue to trade successfully and profitably. In September this year, I reported interim results to the end of July and updated you with progress on our process to sell the Group. I am pleased to now let you know that trading at both Ellard and Wood's, our two remaining businesses, continues to be ahead of last year, with combined sales of GBP6.7m (2015: GBP5.9m). Margins, however, are being challenged, particularly by exchange rates, affected by a weaker pound. Our measures to recover margins are well advanced, so we are optimistic about the second half. As I have consistently reported, we are engaged in a process to liquidate all our assets and return the cash to shareholders. In September this year, it had been our intention to make an interim distribution of cash already realised, via a tender offer. The documents were prepared but, ultimately, we decided not to proceed as we were not able to gain sufficient assurances around the tax treatment for the benefit of shareholders as a whole. At the end of November, we announced that we intend to de-list from the AIM market. This would ordinarily be the natural conclusion to our well-recorded and publicised strategic review and formal sale process. A de-listing now, however, fits well with our intention to return cash to the shareholders as soon as possible after the final asset disposals are completed. The de-listing will improve our flexibility to complete the realisation process and reduce delay. We currently have an offer for Ellard which is at an advanced stage of negotiations. Without de-listing, the sale of this subsidiary would need a simple majority of shareholders at a general meeting to approve it. The de-listing will allow us to complete the sale more quickly and help speed up the return of cash to shareholders. Included in our announcement to de-list, we also let you know that an offer has been received from the Harrison family for Wood's. Although Wood's continues to be marketed, the Board regards this offer as a good back-up to complete the business sales following the disposal of Ellard. If accepted, better offers not having been received, then the Board will obtain independent opinion to support their acceptance of the offer. I am pleased to note that, with the exception of recession-hit 2009, Ensor has been able to continuously pay dividends to shareholders. Over the last five years, there has been average annual dividend growth of 34%, reflecting the progress made year on year. In line with this record, and reflecting trading results from a smaller Group, I can report that we are proposing to pay an interim dividend of 0.60p (2015: 0.75p) per share. The interim dividend will be payable on 27 January 2017 to shareholders on the register on 30 December 2016. The ex-dividend date will be 29 December 2016. The sale of the Group has taken longer than many might have expected, but we have taken care at all stages in an attempt to do the best for all of our stakeholders. I would like to thank all our employees, past and present, for their hard work and success, which has been greatly appreciated, our customers and suppliers without whom we would not have a business and our shareholders for their patience during this process K A Harrison TD Chairman 12 December 2016 Consolidated Income Statement for the six months ended 30 September 2016 Note Unaudited Unaudited 6 months 6 months ended Unaudited ended 30 September Year ended 30 September 2015 31 March 2016 2016 GBP'000 GBP'000 GBP'000 Continuing operations Revenue 6,683 5,879 12,069 Cost of sales (4,824) (4,267) (8,720) _______ _______ _______ Gross profit 1,859 1,612 3,349 Administrative expenses (1,350) (1,029) (2,080) _______ _______ _______ Operating profit before exceptional 509 583 1,269 administrative income and expenses Exceptional administrative income and expenses: Gain on disposal of assets held for - 793 785 sale Gain on disposal of fixed assets - - 207 Gain on disposal of subsidiary 2 5,906 - 168 companies Other realisation and winding-up (119) - (69) expenses _______ _______ _______ Operating profit 6,296 1,376 2,360 Finance costs (14) (58) (42) _______ _______ _______ Profit before tax 6,282 1,318 2,318 Income tax expense 3 (91) (286) (283) _______ _______ _______ 6,191 1,032 2,035 Profit for the period on continuing operations Discontinued operations 4 134 919 1,193 _______ _______ _______ Profit for the period attributable to 6,325 1,951 3,228 equity shareholders of the parent company _______ _______ _______ Earnings per share 5 Continuing operations: On ordinary activities 1.0p 0.8p 2.9p On exceptional gains 19.7p 2.6p 3.9p _______ _______ _______ 20.7p 3.4p 6.8p Discontinued operations 0.4p 3.1p 4.0p _______ _______ _______ 21.1p 6.5p 10.8p _______ _______ _______ The results for the year ended 31 March 2016 have been restated as described in note 4. Consolidated Statement of Comprehensive Income for the six months ended 30 September 2016 Unaudited Unaudited 6 months 6 months Unaudited ended 30 ended 30 Year ended September September 31 March 2016 2015 2016 GBP'000 GBP'000 GBP'000 Profit for the period 6,325 1,951 3,228 Other comprehensive income: Actuarial loss and related deferred (53) - (2,883) tax _______ _______ _______ Total comprehensive income 6,272 1,951 345 attributable to equity shareholders of the parent company _______ _______ _______ Dividends per share Dividends paid 1.55p 1.30p 2.05p Dividends proposed 0.60p 0.75p 1.55p _______ _______ _______ The results for the year ended 31 March 2016 have been restated as described in note 4. Consolidated Statement of Financial Position at 30 September 2016 Unaudited Unaudited Audited 30 September 30 September 31 March 2016 2015 2016 GBP'000 GBP'000 GBP'000 ASSETS Non-current assets Property, plant & equipment 386 4,126 520 Intangible assets 1,074 2,655 1,074 Deferred tax asset 489 428 590 _______ _______ _______ Total non-current assets 1,949 7,209 2,184 _______ _______ _______ Current assets
Assets classified as held for sale 530 - 530 Assets of disposal group held for sale - 2,242 7,252 Inventories 2,415 2,892 2,382 Trade and other receivables 4,775 8,505 4,359 Cash and cash equivalents 10,370 1,815 1,536 _______ _______ _______ Total current assets 18,090 15,454 16,059 _______ _______ _______ Total assets 20,039 22,663 18,243 _______ _______ _______ LIABILITIES Non-current liabilities Retirement benefit obligations - (2,034) (1,065) Borrowings - (100) - Other creditors - (202) - Deferred tax - (182) - _______ _______ _______ Total non-current liabilities - (2,518) (1,065) _______ _______ _______ Current liabilities Bank overdraft - - (47) Borrowings - (289) (748) Liabilities of disposal group held for - (1,025) (2,803) sale Current income tax liabilities (94) (856) (73) Trade and other payables (2,955) (4,962) (2,325) _______ _______ _______ Total current liabilities (3,049) (7,132) (5,996) _______ _______ _______ Total liabilities (3,049) (9,650) (7,061) _______ _______ _______ NET ASSETS 16,990 13,013 11,182 _______ _______ _______ EQUITY Share capital 3,082 3,082 3,082 Share premium 552 552 552 Revaluation reserve - 23 - Retained earnings 13,356 9,356 7,548 _______ _______ _______ Total equity attributable to equity 16,990 13,013 11,182 shareholders of the parent company _______ _______ _______ Consolidated Statement of Changes in Equity for the six months ended 30 September 2016 Attributable to equity shareholders of the parent company Issued Share Revaluation Retained Total Capital Premium reserve Earnings Equity GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Balance at 1 April 2016 3,082 552 - 7,548 11,182 Total comprehensive - - - 6,272 6,272 income Dividend paid - - - (464) (464) _______ _______ _______ _______ _______ Balance at 30 September 3,082 552 - 13,356 16,990 2016 _______ _______ _______ _______ _______ Balance at 1 April 2015 3,082 552 140 7,676 11,450 Total comprehensive - - - 1,951 1,951 income Dividend paid - - - (388) (388) Transfer of surplus to - - (117) 117 - retained earnings on disposal of properties _______ _______ _______ _______ _______ Balance at 30 September 3,082 552 23 9,356 13,013 2015 _______ _______ _______ _______ _______ Balance at 1 April 2015 3,082 552 140 7,676 11,450 Total comprehensive - - - 345 345 income Dividends paid - - - (613) (613) Transfer of surplus to - - (140) 140 - retained earnings on disposal of properties _______ _______ _______ _______ _______ Balance at 31 March 2016 3,082 552 - 7,548 11,182 _______ _______ _______ _______ _______ Consolidated Cash Flow Statement for the six months ended 30 September 2016 Unaudited Unaudited Audited 6 months 6 months ended year ended 30 30 September ended 31 September 2015 March 2016 2016 GBP'000 GBP'000 GBP'000 Cash flows from operating activities Profit for the period attributable to equity shareholders 6,325 1,951 3,228 Cash benefit of profits transferred with disposals (179) - - Depreciation charge 67 352 662 Finance costs 14 58 42 Income tax expense 91 286 584 Profit on disposal of held-for-sale subsidiary (5,906) - (168) (Profit)/loss on disposal of property, plant & equipment (3) 20 (191) Gain on disposal of assets classified as held for sale - (793) (785) Amortisation of intangible asset 8 16 33 _______ _______ _______ Operating cash flow before changes in working 417 1,890 3,405 capital (Increase)/decrease in inventories (472) 227 424 (Increase)/decrease in receivables (889) (283) 1,179 Increase/(decrease) in payables 1,228 (1,411) (1,907) _______ _______ _______ Cash generated from operations 284 423 3,101 Interest (paid)/refunded (14) (8) (42) Income taxes (paid)/refunded - 42 (561) _______ _______ _______ Net cash generated from operations 270 457 2,498 Payment in excess of liability to clear pension fund (66) - (5,601) _______ _______ _______ Net cash generated from/(used in) operations 204 457 (3,103) _______ _______ _______ Cash flows from investing activities Proceeds from disposal of property, plant & equipment 25 44 926 Proceeds from sale of assets held for sale - 2,978 2,968 Net proceeds from sale of subsidiary 11,386 - 1,275 Acquisition of property, plant & equipment (90) (348) (674) _______ _______ _______ Net cash generated from/(used in) investing activities 11,321 2,674 4,495
_______ _______ _______ Cash flows from financing activities Equity dividends paid (464) (388) (613) Funding received under new finance leases - 238 241 Amounts repaid in respect of finance leases (218) (10) (44) New bank loans - - 2,000 Loan repayments (1,962) (141) (472) _______ _______ _______ Net cash generated from/(used in) financing activities (2,644) (301) 1,112 _______ _______ _______ Net increase in cash and cash equivalents 8,881 2,830 2,504 Cash and cash equivalents at beginning of period 1,489 (1,015) (1,015) _______ _______ _______ Cash and cash equivalents at end of period 10,370 1,815 1,489 _______ _______ _______ Notes to the Interim Report 1. Basis of preparation The statutory accounts for the year ended 31 March 2016, prepared under IFRS, have been delivered to the Registrar of Companies and received an unqualified audit report. The unaudited results for the six months ended 30 September 2016 have been prepared in accordance the same accounting policies as are disclosed in those statutory accounts, other than the departure from International Financial Reporting Standards ("IFRSs") detailed below, which has been made in order to enhance the information available to shareholders in this instance. The unaudited results do not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. The interim report has not been prepared in accordance with IAS34, "International Financial Reporting" in that it does not contain full disclosure of accounting policies and does not detail compliance with other standards: 1.1 Definition of discontinued operations Certain of the disposals of subsidiaries made in this period and the prior year do not fulfil the strict requirements of IFRS 5 for classification as discontinued operations, because of their size in relation to the rest of the group. However, we have elected to present these businesses as discontinued, in both periods, in order that the continuing operations of the group are comparable and show the results for only those businesses that remain within the group's control at the current period end. The gains on disposals of the discontinued operations (see note 2 below) have been classified as exceptional income in the Income Statement rather than as part of the results of the discontinued operations. 2. Gain on disposal of subsidiary company The gains in the current period relate to the proceeds from the sales of the company's subsidiaries, Technocover Limited and OSA Door Parts Limited, less the carrying values of the investments and costs of realisation. The gain in the year ended 31 March 2016 relates to the disposal of the company's subsidiary, Ensor Building Products Limited. 3. Income tax expense The income tax expense is calculated using the estimated tax rate for the year ended 31 March 2017. 4. Discontinued operations The results for the year ended 31 March 2016 have been restated to treat the results of the subsidiaries disposed of since 1 April 2015 as discontinued, regardless of their treatment in the statutory accounts for the year ended 31 March 2016. The subsidiaries concerned are Ensor Building Products Limited, Technocover Limited and OSA Door Parts Limited. For this reason, the Consolidated Income Statement is described as unaudited as the comparative figures do not agree to the audited financial statements for the year ended 31 March 2016. However the profit for the period attributable to equity shareholders of the parent company agrees in total to the audited financial statements. 5. Earnings per share The calculation of earnings per share for the period is based on the profit for the period divided by the weighted average number of ordinary shares in issue, being 29,895,976 (6 months to 30 September 2015 and year ended 31 March 2016 - 29,895,976). There were no financial instruments in existence in any of these periods that would serve to dilute the shareholdings. Enquiries: Ensor Holdings PLC: Roger Harrison / Marcus Chadwick - 0161 945 5953 Stockdale Securities Limited: Robert Finlay / Elhanan Lee - 020 7601 6100 END
(END) Dow Jones Newswires
December 12, 2016 02:00 ET (07:00 GMT)
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